<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  AMENDMENT #1
                                   FORM 10-QSB
                                   (Mark One)


     [X] Quarterly Report Pursuant to Section 13 or 15(d) of The Securities
                              Exchange Act of 1934

                 For the quarterly period ended: August 31, 2004

                                       Or

     [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                        Commission file number: 000-32249

                             MIV THERAPEUTICS, INC.
        (Exact name of small business issuer as specified in its charter)

            Nevada                                     n/a
(State or other jurisdiction of          (IRS Employee Identification No.)
incorporation or organization)

               1-8765 Ash Street, Vancouver, B.C., Canada, V6P 6T3
                    (Address of principal executive offices)

                                 (604) 301-9545
                           (Issuer's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                 Yes [X] No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined by Rule 12b-2 of the Exchange Act

                                 Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

Common Stock, $0.001 par value                         40,184,835
            (Class)                       (Outstanding as of August 31, 2004)

                                       1





<PAGE>

                             MIV THERAPEUTICS, INC.
                                   FORM 10-QSB
                                      INDEX

                                                                         Page
                                                                         ----
Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

Consolidated Balance Sheets...............................................F-1

Consolidated Statements of Stockholders' Equity...........................F-2

Consolidated Statement of Operations......................................F-3

Consolidated Statement of Cash Flows......................................F-4

Notes to Consolidated Financial Information...............................F-5

Item 2   Management's Discussion and Analysis or Plan of Operation..........3

Item 3   Controls and Procedures...........................................11

Part II  OTHER INFORMATION

Item 1   Legal Proceedings.................................................12

Item 2   Unregistered Sales of Equity Securities and Use of Proceeds.......13

Item 3   Defaults Upon Senior Securities...................................13

Item 4   Submission of Matters to a Vote of Security Holders...............13

Item 5   Other Information.................................................13

Item 6   Exhibits and Reports on Form 8-K..................................14

Signatures.................................................................14

                                       2





<PAGE>

                           MIV THERAPEUTICS, INC. AND SUBSIDIARIES
                           (A DEVELOPMENT STAGE COMPANY)

                           MIV THERAPEUTICS INC.
                           (A development stage company)

                           Consolidated Financial Statements

                           August 31, 2004

                           (Unaudited - Prepared by Management)

                           INDEX
                           -----

                           Consolidated Balance Sheets

                           Consolidated Statements of Stockholders' Equity

                           Consolidated Statements of Operations

                           Consolidated Statements of Cash Flows

                           Notes to Consolidated Financial Statements


<PAGE>
<TABLE>

MIV THERAPEUTICS INC.
(A development stage company)

Consolidated Balance Sheets
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
-------------------------------------------------------------------------------------------------------------------------------
                                                                                              August 31                 May 31
                                                                                                   2004                   2004
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>                   <C>

ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                                          $        1,278,361    $         2,034,530
  Other receivable                                                                               22,386                 13,336
  Prepaid expenses and deposits                                                                 320,485                254,659
-------------------------------------------------------------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                                                          1,621,232              2,302,525

PROPERTY AND EQUIPMENT, net (Note 3)                                                            172,279                177,549
-------------------------------------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                                         $        1,793,511    $         2,480,074
===============================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

CURRENT LIABILITIES
  Accounts payable                                                                   $          183,982    $           170,871
  Due to related parties (Note 5)                                                                     -                 13,585
-------------------------------------------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                                                       183,982                184,456
-------------------------------------------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY

COMMON STOCK (Note 4)
  Authorized:
         80,000,000 common shares with a par value of $0.001
         20,000,000 preferred shares with a par value of $0.001
  Issued and outstanding:
         40,184,835 common shares at August 31, 2004 and
         40,092,993 common shares at May 31, 2004                                                40,184                 40,093

ADDITIONAL PAID-IN CAPITAL                                                                   15,064,057             15,040,147

WARRANTS                                                                                      3,117,463              2,992,095

DEFERRED COMPENSATION                                                                          (162,975)              (190,375)

COMMON STOCK ISSUABLE                                                                                 -                      -

DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE                                            (16,283,080)           (15,424,227)

ACCUMULATED OTHER COMPREHENSIVE INCOME                                                         (166,120)              (162,115)
-------------------------------------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)                                                       1,609,529              2,295,618
-------------------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                           $        1,793,511    $         2,480,074
===============================================================================================================================
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                                               F-1

<PAGE>
<TABLE>

MIV THERAPEUTICS INC.
(A development stage company)

Consolidated Statements of Stockholders' Equity
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                             Accumulated
                                                                                                      Other      Deficit
                                                                                                    Compre-  Accumulated       Total
                                  Common Stock     Additional                Deferred    Common    hensive       During      Stock-
                               -------------------    Paid-in                 Compen-     Stock     Income  Development    holders'
                               Shares      Amount     Capital     Warrants     sation  Issuable     (Loss)        Stage      Equity
------------------------------------------------------------------------------------------------------------------------------------
                                           $          $            $          $          $         $           $            $
<S>                            <C>         <C>      <C>          <C>         <C>         <C>      <C>      <C>            <C>
BALANCE, May 31, 2003          24,577,047  24,577   9,403,308    2,093,760    (48,649)   31,244    (51,749) (11,952,336)   (499,845)
Issuance of common stock:
- for private placements and
    subscriptions               9,423,079   9,423   1,531,890    2,026,549          -   (31,244)         -            -   3,536,618
- for services                  2,394,456   2,395   1,145,731            -   (525,750)        -          -            -     622,376
- for settlement of debt          100,000     100      11,900            -          -         -          -            -      12,000
- in exchange of MI shares      1,398,411   1,398     502,030            -          -         -          -                  503,428
- for warrants exercised        2,100,000   2,100     960,637     (551,737)         -         -          -            -     411,000
- for options exercised           100,000     100      33,400            -          -         -          -            -      33,500
Stock option granted to
  consultants                           -       -      59,976            -          -         -          -            -      59,976
Issued warrants for services            -       -           -      814,798   (505,938)        -          -            -     308,860
Warrants expired                        -       -   1,391,275  (1,391,275)          -         -          -            -           -
Amortization of deferred
  compensation                          -       -           -            -    889,962         -          -            -     889,962
Foreign currency translation
  adjustment                            -       -           -            -          -         -   (110,366)           -    (110,366)
Loss for the year                       -       -           -            -          -         -          -   (3,471,891) (3,471,891)
------------------------------------------------------------------------------------------------------------------------------------

BALANCE, May 31, 2004          40,092,993  40,093  15,040,147    2,992,095   (190,375)        -   (162,115) (15,424,227)  2,295,618
Issuance of common stock:
- for services                     81,842      81      23,920            -          -         -          -            -      24,001
- for finder's fee on private
    placements completed in
    prior period                   10,000      10        (10)            -          -         -          -            -           -
Issued warrants for services            -       -           -      125,368   (125,368)        -          -            -           -
Amortization of deferred
  compensation                          -       -           -            -    152,768         -          -            -     152,768
Foreign currency translation
  adjustment                            -       -           -            -          -         -     (4,005)           -     (4,005)
Loss for the period                     -       -           -            -          -         -          -     (858,853)   (858,853)
------------------------------------------------------------------------------------------------------------------------------------

BALANCE, August 31, 2004       40,184,835  40,184  15,064,057    3,117,463   (162,975)        -   (166,120) (16,283,080)  1,609,529
====================================================================================================================================
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                                               F-2


<PAGE>
<TABLE>

MIV THERAPEUTICS INC.
(A development stage company)

Consolidated Statements of Operations
(Unaudited - Prepared by Management)
--------------------------------------------------------------------------------------------------------------------------------
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------------------------------------------------------
                                                                            Cumulated
                                                                                 from
                                                                            inception
                                                                          (January 20
                                                                             1999) to                    THREE MONTHS ENDED
                                                                            August 31                         AUGUST 31
                                                                                 2004                 2004                 2003
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                  <C>                  <C>
EXPENSES
  General and administrative (Note 7)                               $       8,711,120    $         668,445    $         573,085
  Stock-based compensation                                                  3,486,641                    -                    -
  Research and development                                                  3,627,219              187,400               73,354
  Depreciation                                                                584,864                6,575               35,605
  Interest expense                                                            879,683                    -                7,434
  Licenses acquired charged to operations                                     479,780                    -                    -
--------------------------------------------------------------------------------------------------------------------------------

                                                                           17,769,307              862,420              689,478
--------------------------------------------------------------------------------------------------------------------------------

LOSS FROM OPERATIONS                                                      (17,769,307)            (862,420)            (689,478)

IMPAIRMENT OF INTANGIBLE ASSET                                              (503,428)                    -                    -

GAIN ON EXTINGUISHMENT OF DEBT                                                462,249                    -                    -

INTEREST INCOME                                                                53,042                3,275                    -

GAIN ON FOREIGN EXCHANGE                                                       68,877                  292                   87
--------------------------------------------------------------------------------------------------------------------------------

LOSS FOR THE YEAR BEFORE MINORITY INTEREST                                (17,688,567)            (858,853)            (689,565)

MINORITY INTEREST SHARE OF LOSS                                             1,663,794                    -                    -
--------------------------------------------------------------------------------------------------------------------------------

NET LOSS FOR THE PERIOD                                             $     (16,024,773)   $        (858,853)   $        (689,565)
================================================================================================================================

LOSS PER COMMON SHARE

  - basic and diluted                                                                    $           (0.02)   $           (0.03)
================================================================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING
  - basic and diluted                                                                           40,139,931           27,297,100
================================================================================================================================
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                                               F-3

<PAGE>
<TABLE>

MIV THERAPEUTICS INC.
(A development stage company)

Consolidated Statements of Cash Flows
                      (Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
------------------------------------------------------------------------------------------------------------------------------
                                                                          Cumulated
                                                                               from
                                                                          inception
                                                                        (January 20
                                                                           1999) to                    THREE MONTHS ENDED
                                                                          August 31                         AUGUST 31
                                                                               2004                 2004                 2003
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                  <C>                  <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
  Net loss for the period                                         $     (16,024,773)   $        (858,853)   $        (689,565)
  Adjustments to reconcile loss to
    net cash used in operating activities:
    - stock-based compensation                                            4,806,355              152,768                    -
    - stock issued for other than cash                                    2,713,644               24,001              278,069
    - interest expense on related party loan                                850,000                    -                    -
    - depreciation                                                          584,864                6,575               35,605
    - leasehold improvements written down                                    13,300                    -                    -
    - intangible assets impairment                                          653,428                    -                    -
    - gain on extinguishment of debt                                       (462,249)                   -                    -
    - provision for bad debt                                                160,000                    -                    -
    - minority interest                                                  (1,663,794)                   -                    -
  Changes in non-cash working capital items:
    - other receivable                                                     (182,637)              (9,050)               2,440
    - prepaid expenses and deposits                                        (321,043)             (65,826)              22,634
    - accounts payable                                                      206,836                 (474)             (30,938)
------------------------------------------------------------------------------------------------------------------------------
Net cash used in operating activities                                    (8,666,069)            (750,859)            (381,755)
------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
  Issuance of common stock and warrants for
    cash, less share issuance costs                                       8,532,018                    -              512,204
  Due to related parties                                                    850,000                    -              (54,834)
  Cash acquired in reverse acquisition                                       13,824                    -                    -
  Subscriptions received                                                  1,357,310                    -                    -
  Common stock redemption                                                  (120,000)                   -                    -
  Loan payable                                                              500,000                    -                    -
------------------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                11,133,152                    -              457,370
------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS USED IN INVESTING ACTIVITIES
  Acquisition of license                                                   (200,000)                  -                    -
  Purchase of plant and equipment                                          (780,286)              (1,305)              (1,819)
------------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities                                      (980,286)              (1,305)              (1,819)
------------------------------------------------------------------------------------------------------------------------------
FOREIGN EXCHANGE EFFECT ON CASH                                            (208,436)              (4,005)              (2,240)
------------------------------------------------------------------------------------------------------------------------------
INCREASE IN CASH AND CASH EQUIVALENTS                                     1,278,361             (756,169)              71,556
CASH AND CASH EQUIVALENTS, beginning of period                                    -            2,034,530               11,614
------------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, end of period                          $       1,278,361    $       1,278,361    $          83,170
==============================================================================================================================
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                                               F-4

<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
August 31, 2004
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------

1.       BASIS OF PRESENTATION

         The accompanying unaudited consolidated financial statements have been
         prepared by the Company pursuant to the rules and regulations of the
         Securities and Exchange Commission ("SEC") and, in the opinion of
         management, include all adjustments (consisting of normal recurring
         accruals) necessary for fair presentation of financial position,
         results of operations and cash flows for the interim periods. Certain
         information and footnote disclosures normally included in financial
         statements prepared in accordance with generally accepted accounting
         principles have been condensed or omitted pursuant to the rules and
         regulations of the SEC. The Company believes that the disclosures
         contained herein are adequate to make the information presented not
         misleading. The statements of operations for the three months ended
         August 31, 2004 are not necessarily indicative of the results to be
         expected for the full year. These unaudited condensed consolidated
         financial statements should be read in conjunction with the audited
         financial statements and accompanying notes included in the Company's
         2004 Annual Report on Form 10-K for the year ended May 31, 2004.

2.       GOING CONCERN

         Since inception, the Company has suffered recurring losses, totalling
         $16,024,773 as of August 31, 2004. The Company has funded its
         operations through the issuance of common stock, and through related
         party loans, in order to meet its strategic objectives. The Company
         anticipates that losses will continue until such time, if ever, as the
         Company is able to generate sufficient revenues to support its
         operations. The Company's ability to generate revenue primarily depends
         on its success in completing development and obtaining regulatory
         approvals for the commercialization of its stent technology. The
         Company's ability to obtain sufficient financing to continue the
         development of, and if successful, to commence the manufacture and sale
         of its products under development, if and when approved by the
         applicable regulatory agencies is uncertain. As a result of the
         foregoing, there exists substantial doubt about the Company's ability
         to continue as a going concern. These condensed consolidated financials
         statements do not include any adjustments relating to the
         recoverability of the carrying amounts of the recorded assets or the
         amount of liabilities that might result from the outcome of this
         uncertainty.

                                      F-5

<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
August 31, 2004
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------

3.       PROPERTY AND EQUIPMENT
<TABLE>
                                                                               August 31, 2004
                                                          ----------------------------------------------------------
                                                                                     Accumulated           Net book
                                                                     Cost           Amortization              value
         -----------------------------------------------------------------------------------------------------------
<S>                                                       <C>               <C>                   <C>
         Furniture and fixtures                           $        39,405   $             32,854  $           6,551
         Computer equipment                                       101,858                 99,151              2,707
         Laboratory equipment                                     574,734                411,713            163,021
         Leasehold improvements                                    49,158                 49,158                  -
         -----------------------------------------------------------------------------------------------------------
                                                          $       765,155   $            592,876  $         172,279
         ===========================================================================================================

                                                                                May 31, 2004
                                                          ----------------------------------------------------------
                                                                                     Accumulated           Net book
                                                                     Cost           Amortization              value
         -----------------------------------------------------------------------------------------------------------

         Furniture and fixtures                           $        39,405   $             30,654  $           8,751
         Computer equipment                                       101,858                 98,881              2,977
         Laboratory equipment                                     573,378                409,456            163,922
         Leasehold improvements                                    49,158                 47,259              1,899
         -----------------------------------------------------------------------------------------------------------
                                                          $       763,799   $            586,250  $         177,549
         ===========================================================================================================
</TABLE>

4.       STOCKHOLDERS' EQUITY

         (a)      Common Stock

                  (i)      During the three month period ended August 31, 2004,
                           the Company issued an aggregate of 81,842 common
                           shares for consulting and research and development
                           for a total value of $24,000.

                  (ii)     On June 9, 2004, the Company issued 10,000 Units as
                           finder's fee. Each Unit consists of one common share
                           and one non-transferable stock purchase warrant. Each
                           warrant entitles the holder to purchase one common
                           share of the Company for $0.60 until August 6, 2004,
                           and thereafter for $0.75 until February 6, 2005.

                                      F-6

<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
August 31, 2004
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------

4.       STOCKHOLDERS' EQUITY  (continued)

         (b)      Warrants

                  The following table summarizes information about the warrants
                  issued by the Company:
<TABLE>
                                                                                  Weighted
                                                                                   Average
                                                          Number of Shares  Exercise price
                                                          ---------------------------------

                   <S>                                         <C>                   <C>
                   Balance, May 31, 2003                       10,717,821            0.62

                   Issued - private placement                   2,181,164            0.75
                   Issued - finders' fees                          55,714            0.60
                   Issued - services rendered                   3,375,000            0.40
                   Extended                                       381,800            0.75
                   Exercised                                   (2,100,000)          (0.20)
                   Expired                                     (5,225,050)          (0.75)
                                                          ---------------------------------

                   Balance, May 31, 2004                        9,386,449            0.60
                                                          =================================

                   Issued - finders' fees                          10,000            0.60
                   Issued - services rendered                   1,350,000            0.45
                   Expired                                     (3,942,575)          (0.75)
                                                          ---------------------------------

                   Balance, August 31, 2004                     6,803,874            0.60
                                                          =================================
</TABLE>

         (c)      Stock Options

                  The Company's incentive stock options plan provides for the
                  grant of incentive stock options for up to 5,000,000 common
                  shares to employees, consultants, officers and directors of
                  the Company. Incentive benefits granted under the plan may be
                  either incentive stock options, non-qualified stock options,
                  stock awards, restricted shares or cash awards. Options are
                  granted for a term not to exceed five years from the date of
                  grant. Stock options granted generally vest over a period of
                  two years. No options were granted during the period.

                  Option-pricing models require the use of highly subjective
                  estimates and assumptions including the expected stock price
                  volatility. Changes in the underlying assumptions can
                  materially affect the fair value estimates and therefore, in
                  management's opinion, existing models do not necessarily
                  provide reliable measure of the fair value of the Company's
                  stock options.

                                      F-7

<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
August 31, 2004
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------

4.       STOCKHOLDERS' EQUITY (continued)

         (c)      Stock Options (continued)

                  Summary of employee stock options information for the period
                  ended August 31, 2004 is as follows:
<TABLE>

                  -------------------------------------------------------------------------------------------------
                                                                                                           Weighted
                                                                                                            Average
                                                                                                           Exercise
                                                                                      Shares                  Price
                  -------------------------------------------------------------------------------------------------

                  -------------------------------------------------------------------------------------------------
                  <S>                                                              <C>                     <C>
                  Options outstanding, May 31, 2003                                4,175,000                  0.53

                  Options granted                                                    995,000                  0.35
                  Options exercised                                                 (100,000)               (0.335)
                  Options cancelled                                                 (565,000)               (0.742)
                  Options expired                                                   (250,000)               (0.668)
                  -------------------------------------------------------------------------------------------------

                  Options outstanding, May 31, 2004                                4,255,000                  0.47

                  Options expired                                                   (300,000)                (1.00)
                  -------------------------------------------------------------------------------------------------

                  Options outstanding, August 31, 2004                             3,955,000                  0.43
                  =================================================================================================
</TABLE>

                  The following summarizes information about the stock options
                  outstanding at August 31, 2004:

                           Options Outstanding and exercisable
                  ------------------------------------------------------
                                                          Weighted
                                                          Average
                                        Number           Remaining
                  Exercise                Of            Contractual
                  Price                 Shares          Life (Years)
                  ------------------------------------------------------

                  $      0.17              900,000          2.95
                         0.21              500,000          3.89
                         0.30              670,000          4.45
                         0.40              125,000          4.95
                         0.50              550,000          3.28
                         0.55              650,000          3.50
                         1.00              560,000          1.74
                  ------------------------------------------------------

                  $      0.43            3,955,000          3.24
                  ======================================================

                                      F-8

<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
August 31, 2004
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------

5.       RELATED PARTY TRANSACTIONS

         The following services were provided by related parties. These
         transactions, recorded at fair market values were as follows:

         (d)      During the three month period ended August 31, 2004, the
                  Company paid or accrued $67,979 of management and consulting
                  fees to two directors and officers of the Company.

         (e)      As at August 31, 2004, an amount of $Nil (2004 - $13,585) was
                  due to the Chief Executive Officer of the Company.

6.       INCOME TAXES

         The Company is subject to income taxes in the United States of America
         while its subsidiary is subject to income taxes in Canada. US federal
         net operating loss carryforwards of $9,490,000, if not utilized to
         offset taxable income in future periods, expire between 2021 and 2024,
         Canadian net operating loss carryforwards of $3,090,000, if not
         utilized to offset taxable income in future periods, expire between the
         years 2008 and 2014.

         Following is a reconciliation between expected income tax benefit and
         actual, using the applicable statutory income tax rates of 35% for the
         years ended May 31, 2004 and 2003:
<TABLE>
                                                                                     August 31               May 31
                                                                                          2004                 2004
                                                                           -----------------------------------------
<S>                                                                        <C>                  <C>
          Income tax benefit at statutory rate                             $          (300,000) $        (1,156,000)
          Certain non-deductible expenses                                              100,000              140,000
          Change in valuation allowance                                                200,000            1,016,000
                                                                           -----------------------------------------

                                                                           $              -     $              -
                                                                           =========================================

         The Company's total deferred tax asset is as follows:

                                                                                      August 31             May 31
                                                                                           2004               2004
                                                                           -----------------------------------------

          Tax benefit relating to net operating loss carryforwards           $        5,252,000  $       4,402,000
          Plant and equipment                                                           151,000            151,000
          Valuation allowance                                                        (5,403,000)        (4,553,000)
                                                                           -----------------------------------------

                                                                             $            -      $             -
                                                                           =========================================
</TABLE>

                                      F-9

<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
August 31, 2004
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------

7.       GENERAL AND ADMINISTRATIVE EXPENSES

         General and administrative expenses comprise the following:
<TABLE>
                                                                                       August 31           August 31
                                                                                            2004                2003
                                                                               --------------------------------------
<S>                                                                             <C>                   <C>
         Legal                                                                  $         63,091      $       82,699
         Public relations, financing and corporate development                            32,223              75,771
         Management fees                                                                  61,970              54,597
         Consulting                                                                      202,322             253,461
         Operating expenses                                                              308,839             106,557
                                                                               --------------------------------------

                                                                                $        668,445      $      573,085
                                                                               ======================================
</TABLE>

8.       SUBSEQUENT EVENTS

         (a)      On September 2, 2004, the Company issued 27,339 common shares
                  at a value of $7,655 for advanced scientific research and
                  consulting services.

         (b)      On September 13, 2004, the Company approved its 2004 Incentive
                  Stock Option Plan to issue up to 5 million shares of the
                  Company's shares to employees, officers, directors and
                  consultants.

         (c)      On September 22, 2004 the British Columbia Court of Appeal
                  dismissed with costs two appeals of MIV Therapeutics, Inc.
                  (the Company") seeking to set aside the Order of the
                  Honourable Mr. Justice Lowry pronounced on May 20, 2003
                  whereby the British Columbia Supreme Court ordered the Company
                  and its majority owned subsidiary M-I Vascular Innovations,
                  Inc. ("Vascular") to take all necessary steps to exchange
                  3,192,399 shares of Vascular owned by John Ma for 3,192,399
                  shares of the Company. The Company intends to apply for leave
                  to appeal the Court of Appeal's decision to the Supreme Court
                  of Canada. The Company expects that a hearing in the Supreme
                  Court of Canada will be set down within a year, if leave to
                  appeal is granted. The Company believes it will be successful
                  in obtaining leave to appeal.

                  By counterclaim in the British Columbia Supreme Court, the
                  Company continues to dispute John Ma's entitlement to his
                  Vascular shares (and to any Company shares he receives in
                  exchange for his Vascular shares), and the Company is suing
                  Mr. Ma for damages for fraudulent misrepresentation. In a
                  further action in the Supreme Court of British Columbia, the
                  Company is suing Mr. Ma for defamation.

                  The Company believes it will be successful in its claims.

                                      F-10

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The following discussion contains forward-looking statements that are subject to
significant risks and uncertainties. There are several important factors that
could cause actual results to differ materially from historical results and
percentages and results anticipated by the forward-looking statements. The
Company has sought to identify the most significant risks to its business, but
cannot predict whether or to what extent any of such risks may be realized nor
can there be any assurance that the Company has identified all possible risks
that might arise. Investors should carefully consider all of such risks before
making an investment decision with respect to the Company's stock. In
particular, investors should refer to the section entitled, "Factors that May
Affect Future Results and Market Price of Stock".

PLAN OF OPERATIONS

INTRODUCTION
------------

The Company is developing fully biocompatible coatings for drug delivery on
stents and other medical devices with the intent of providing healing solutions
for cardiovascular and other disorders. In particular, the Company is developing
proprietary biocompatible coatings using hydroxyapatite as the next generation
of advanced coatings for medical devices and drug delivery technologies. The
Company's core technologies are the basis for the following products that are in
various stages of commercial development:

1. Biocompatible passive coating for stents and drug delivery applications
2. Drug-eluting stent coating- in preclinical development

In addition, the Company intends to use its proprietary coating and
drug-delivery technologies to develop a series of drug-delivery devices that
offer the benefits of local, sustained delivery of therapeutic agents. The
combination of these features would position MIV Therapeutics as a leader in the
rapidly growing drug delivery sector.

The Company intends to complete development and obtain a CE mark for its
biocompatible coated stents, which can then be marketed internationally through
agreements with major medical device marketing partners. The initial focus will
be on coated stents for use in angioplasty procedures, where a biocompatible
product is required to prevent the development of restenosis.

After completing development of these products, MIVT will have successfully
transitioned itself from being a manufacturer of coronary stents, into an
innovative drug-delivery company with proprietary technologies that can be
applied to a wide range of therapeutic applications for the delivery of a
variety of pharmaceutical agents.

INTELLECTUAL PROPERTY RIGHTS
----------------------------

MIVT has exclusive worldwide rights to the HAp coating technology from UBC for
use on stents and other medical devices, including the rights to manufacture and
market coated products using these technologies. To date, UBC has two patents
granted and one patent pending on novel coating technologies that MIVT intends
to use for its stent coating and for additional medical devices. Another four
patents are being prepared for filing with U.S. Patent and Trademark Office
(USPTO) in late 2004/early 2005. UBC and MIVT's portfolio of issued and pending
patents is described below.

                                       3





<PAGE>

UBC
---

         o        Sol-gel phosphate ceramic coatings for biological
                  applications. U.S. Patent No. 6,426,114, entitled "Novel
                  Sol-Gel Calcium Phosphate Ceramic Coatings and Method of
                  Making Same," owned by UBC, was filed on May 2, 2000. The
                  invention relates to novel sol-gel calcium phosphate, in
                  particular, thin HAp ceramic coatings and processes at low
                  temperatures.

         o        Biofunctional HAp coatings for drug encapsulation. U.S. Patent
                  No. 6,730,324, entitled "Biofunctional Hydroxyapatite Coatings
                  and Microspheres for in-situ Drug Encapsulation," owned by
                  UBC, was filed April 20, 2001. The invention relates to a
                  novel room-temperature process for obtaining calcium
                  phosphate, in particular, a thick coating of HAp microspheres
                  with encapsulated drugs, proteins, and genes for therapeutic
                  use. The coatings and microspheres are designed to perform a
                  defined biological function related to drug discovery, such as
                  gene therapy through gene delivery.

         o        Calcium Phosphate Coated Stents and Implantable Medical
                  Devices. U.S. provisional application 60/410,307, was filed by
                  the UBC on September 13, 2002. This invention relates to novel
                  calcium phosphate coated implantable medical devices and
                  processes. These calcium phosphate coatings are designed to
                  minimize the immune response to the implant (e.g., restenosis
                  in stenting procedures) and can be used to store and release a
                  medicinally active agent in a controlled manner. Such coatings
                  can be applied to any implantable medical devices and are
                  useful for a number of medical procedures including, but not
                  limited to, angioplasty, cardiovascular stenting, urethral
                  stenting, and catheterization.

MIVT
----

         o        Laser-cut stent. MIVT filed patent applications
                  internationally in 2000 for its laser-cut bare stent. The
                  patent describes the modular design of the cardiovascular
                  stent and its method of manufacture. The patented arrangement
                  results in the stent having optimal longitudinal flexibility
                  as well as radial stability.

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

The Company has incurred annual operating losses since its inception in January
1999 related primarily to the research and clinical development of its
technologies and products, and general administration costs. During the quarter
ended August 31, 2004, the Company posted loss from operations of $862,420 and a
net loss of $858,853, compared to a net loss of $689,565 for the three months
ended August 31, 2003. Most of the difference in net loss is attributable to an
increase in research and development expenses during the quarter.

Working capital increased from a deficit of $ $229,771 (August 31, 2003) to a
surplus of $1,437,250 (August 31, 2004). The increase in the working capital is
due primarily to increases in cash and cash equivalents stemming from the
Company's financing activities.

                                       4


<PAGE>

The Company's main focus during the three months ended August 31, 2004, has been
corporate development and continued research and development of its
biocompatible coatings for stent and drug delivery systems.

GENERAL & ADMINISTRATIVE EXPENSES

General and administrative expenses increased to $668,445 during the quarter
ended August 31, 2004, compared to $573,085 for the quarter ended August 31,
2003. The increase in 2004 is mainly due to the increase in the Company's
financing, corporate development and public relations activities.

RESEARCH & DEVELOPMENT EXPENSES

Research and developmental costs increased during the quarter ended August 31,
2004, to $187,400 compared to $73,354 for the quarter ended August 31, 2003. The
increase in 2004 resulted primarily from the Company's increase in research and
development on its coating technology which has resulted in the achievement of
significant milestones.

DEPRECIATION EXPENSE

Depreciation expenses decreased to $6,575 during the quarter ended August 31,
2004, compared to $35,605 for the quarter ended August 31, 2003.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, the Company has financed its operations from private financing,
the exercise of warrants and interest income. The company has suffered recurring
losses from operations which raises substantial doubt about its ability to
continue as a going concern. However, the Company currently has working capital
of $1,437,250 (current assets less current liabilities). While additional
capital is needed for the Company to successfully achieve its business goal, it
is a substantial improvement since the quarter ending August 31, 2003, that the
Company has moved from a deficit to a surplus in its working capital account.

FINANCING

The Company's capital requirements have been and will continue to be
significant. As of August 31, 2004, the Company had a working capital surplus of
$1,437,250.

There was no cash flow from financing activities for the three months ended
August 31, 2004, compared to $457,370 for the same period in 2003, however, the
Company raised significant funds in the previous quarter from financing
activities consisting of the sale of the private placement warrants and common
shares for cash.

The Company issued 1,360,000 warrants and 91,842 common shares for finder's fee
and to consultants, officers, and directors for services during the three months
ended August 31, 2004.

WARRANTS

As at August 31, 2004, the Company has outstanding warrants to purchase
6,803,874 common shares.

                                       5

<PAGE>

The following table summarizes information about the warrants issued by the
Company:

                                                     Number of
Quarter ended August 31, 2004                        underlying shares
-------------------------------                      -----------------

Warrants outstanding - May 31, 2004                  9,386,449
Warrants issued                                      1,360,000
Warrants expired                                     (3,942,575)
Balance, end of period - August 31, 2004             6,803,874

STOCK-BASED COMPENSATION

Under the Company's 2001 Stock Option Compensation Plan, a total of 5,000,000
options may be granted. The Company has granted these incentive stock options to
employees, consultants, officers and directors of the Company.

At August 31, 2004, the Company had 3,955,000 options outstanding. During the
three months ended August 31, 2004, 300,000 options expired.

The following table summarizes information about the stock options issued by the
Company:

                                            Number of         Weighted Average
Quarter ended August 31, 2004               Options           Exercise Price
------------------------------              ---------         --------------

Options outstanding - May 31, 2004          4,255,000                   $0.47
Options expired                               300,000                   (1.00)
Balance, end of period - August 31, 2004    3,955,000                   $0.43

CASH POSITION

At August 31, 2004, the Company had cash and cash equivalents of $1,278,361
compared to a cash position of $83,170 at August 31, 2003. The increase in the
Company's cash position is due to an increase in the Company's financing
activities.

The Company intends to raise additional funds through equity financings via
private placements, as it may need to raise additional capital to fund
operations over the long-term.

ACCOUNTS PAYABLE & ACCRUED LIABILITIES

Accounts payable and accrued liabilities decreased in the quarter ended August
31, 2004 to $183,982 compared to $418,021 a year earlier at August 31, 2003.

CASH REQUIREMENTS AND NEED FOR ADDITIONAL FUNDS

To date, the Company has accumulated a deficit of approximately US$16 million in
the research and development of its stent products, coatings and operations
establishing a quality manufacturing facility and completing laboratory and
preclinical testing on its stent coatings. The Company also has developed strong
research collaborations with the University of British Columbia for its
proprietary stent coatings and has implemented an aggressive in-house product
development program.

                                       6

<PAGE>

In order to meet its business objectives to develop its HAp coating technologies
towards commercialization, the Company will require approximately US$5 million
in the coming year. These funds could be provided through any combination of the
exercise of existing warrants and options and/or through subsequent rounds of
financing.

RISK FACTORS

The business of the Company involves a number of risks and uncertainties that
could cause actual results to differ materially from results projected in any
forward-looking statement, or statements, made in this report. These risks and
uncertainties include, but are not necessarily limited to the risks set forth
below. The Company's securities are speculative and investment in the Company's
securities involves a high degree of risk and the possibility that the investor
will suffer the loss of the entire amount invested.

BECAUSE WE ARE CURRENTLY A DEVELOPMENT STAGE COMPANY, WE HAVE NO PRODUCTS
AVAILABLE FOR SALE OR USE AND MAY LACK THE FINANCIAL RESOURCES NEEDED TO BRING
PRODUCTS TO MARKET.

The Company is in the development stage and currently has no products approved
for sale or use. The Company will not be able to sell significant quantities of
its products until such time, if ever, as it receives regulatory approval to
commercially market such products, and thus the Company's long-term viability,
growth, and profitability will depend upon successful testing, approval, and
commercialization of the coating technology resulting from its research and
development activities. Adverse or inconclusive results in clinical trials of
these products could significantly delay or ultimately preclude any regulatory
approvals, and even if obtained there can be no assurance that any product
approval would lead to the successful commercialization of the product approved.
Furthermore, the Company does not expect to begin the regulatory approval
process in the United States for at least the next three years, and prior to
this, will only pursue approval and marketing of its products in the countries
recognizing the CE Mark, such as most European and Asian countries.

BECAUSE WE HAVE A LIMITED OPERATING HISTORY ON WHICH AN EVALUATION OF OUR
PROSPECTS CAN BE MADE, W MAY NOT BE ABLE TO EFFECTIVELY MANAGE THE DEMANDS
REQUIRED OF A NEW BUSINESS IN THE MEDICAL DEVICE INDUSTRY.

The Company has a limited operating history upon which an evaluation of its
prospects can be made. There can be no assurance that the Company will
effectively execute MIVT's business plan or manage any growth of the MIVT
business, or that the Company's future operating and financial forecast will be
met. Future development and operating results will depend on many factors,
including access to adequate capital, the completion and regulatory approval of
marketable products, the demand for the Company's products, the level of product
and price competition, the Company's success in setting up and expanding
distribution channels, and whether the Company can control costs. Many of these
factors are beyond the control of the Company. In addition, the Company's future
prospects must be considered in light of the risks, expenses, and difficulties
frequently encountered in establishing a new business in the medical device
industry, which is characterized by intense competition, rapid technological
change, highly litigious competitors, potential product liability and
significant regulation.

                                       7

<PAGE>

BECAUSE WE HAVE A HISTORY OF LOSSES AND ANTICIPATE CONTINUED LOSSES THROUGH OUR
DEVELOPMENT STAGE, WE MAY LACK THE FINANCIAL STABILITY REQUIRED TO CONTINUE
OPERATIONS.

Since inception, the Company has suffered recurring losses. The Company has
funded its operations through the issuance of common stock, and through related
party loans since inception, in order to meet its strategic objectives. The
Company anticipates that losses will continue until such time, if ever, as the
Company is able to generate sufficient revenues to support its operations. The
Company's ability to generate revenue primarily depends on its success in
completing development and obtaining regulatory approvals for the commercial
sale of the products under development. There can be no assurance that any such
events will occur, that the Company will attain revenues from commercialization
of its products, or that the Company will ever achieve profitable operations.

BECAUSE THE LIFE CYCLE OF MEDICAL PRODUCTS ARE DIFFICULT TO PREDICT, EVEN IF WE
WERE TO INTRODUCE A PRODUCT TO THE MARKET WE MAY NOT BE ABLE TO GAIN MARKET
ACCEPTANCE OF THE PRODUCT.

The life cycle of the products that the Company plans to develop is difficult to
predict. Failure to gain timely market acceptance of its products would have a
material adverse effect on the Company's ability to generate revenue, and would
have a material adverse effect on the Company's business, financial condition
and results of operations. To successfully gain market acceptance, the Company
must develop the ability to manufacture its products in large quantities in
compliance with regulatory requirements and at an acceptable cost. The Company
has no long-term experience in manufacturing stent products, and could
experience difficulties in development or manufacturing that may have a material
adverse effect on the Company's ability to market its product. Moreover, there
can be no assurance that the Company will be successful in scaling up
manufacturing operations sufficient to produce its products in sufficient volume
to generate market acceptance.

BECAUSE WE ARE SIGNIFICANTLY SMALLER THAN THE MAJORITY OF OUR NATIONAL
COMPETITORS WE MAY LACK THE FINANCIAL RESOURCES NEEDED TO CAPTURE MARKET SHARE.

The market in which the Company intends to operate is dominated by several large
firms with established products, and the Company's success is dependant upon
acceptance of its products by the medical community as reliable, safe and
cost-effective. It may be difficult or impossible for the Company to achieve
such acceptance of its products in view of these market conditions. In addition,
the Company's competitors are more financially stable than the Company and have
significant resources for research and development available to them. Thus it is
likely that they will be quicker to market than the Company, with products that
will compete with its products, should it be successfully approved and
commercialized. Moreover, even if the Company successfully brings its products
to market ahead of its projected competitors, established competitors could
quickly bring products to market that would compete. In addition, the medical
device market is subject to constant introduction of new products and designs.
Market acceptance of the Company's products may be influenced by new products or
technologies that come to market, which could render the Company's products
obsolete or prohibitively expensive.

                                       8

<PAGE>

BECAUSE WE HAVE NOT EARNED ANY REVENUES FROM OPERATIONS, ALL OUR CAPITAL
REQUIREMENTS HAVE BEEN MET THROUGH FINANCIAL AND IT IS NOT CERTAIN WE WILL BE
ABLE TO CONTINUE TO FIND FINANCING TO MEET OUR OPERATING REQUIREMENTS.

The Company's capital requirements have been and will continue to be
significant. The Company will be dependant on future financing to fund its
research and development as well as other working capital requirements. The
Company estimates that its current working capital will support its activities
for no more than four months. After that time, the Company will need additional
financing. The Company is currently anticipating further subscriptions for its
common stock, but there can be no assurance that these subscriptions will be
forthcoming or that they will result in sufficient capital for the Company to
meet its current and expected working capital needs. It is not anticipated that
any of the officers, directors or current shareholders of the Company will
provide any significant portion of the Company's future financing requirements.
Furthermore, in the event that the Company's plans change, its assumptions
change or prove inaccurate, or its capital resources prove to be insufficient to
fund operations, the Company could be required to seek additional financing
sooner than currently anticipated, or in greater amounts than is currently
anticipated. Any inability to obtain additional financing when needed would have
a material adverse effect on the Company, including possibly requiring the
Company to significantly curtail or possibly cease its operations. In addition,
any future equity financing may involve substantial dilution to the Company's
existing shareholders.

BECAUSE WE ARE IN THE DEVELOPMENT STAGE AND HAVE NOT YET PRODUCED A MARKETABLE
PRODUCT, WE MAY LACK THE ABILITY TO RECRUIT SUITABLE CANDIDATES FOR EMPLOYMENT,
OR TO ATTRACT THEM TO THE COMPANY SHOULD THEY BE IDENTIFIED.

The Company currently has 6 full time employees and only three full-time
officers and directors. In addition, the Company has entered into consulting
agreements with three individuals two of whom are also Directors, to provide
management services to the Company. The remainder of the Company's management
has been undertaken by independent consultants. This may make it difficult for
the Company to attract capital investment sufficient to meet its capital needs.
Because the Company is in the development stage and has not yet produced a
marketable product, it will be reliant upon its ability to attract skilled
members of the Stent or medical products industries. There can be no assurance
that the Company will be able to identify suitable candidates for employment, or
to attract them to the Company should they be identified. In addition, the
Company will be heavily dependent upon creative design and engineering skills of
individuals with whom it has little familiarity, and who may not perform as
expected.

BECAUSE WE MAY NOT BE ABLE TO OBTAIN PATENTS FOR THE DEVICES WE ARE CURRENTLY
RESEARCHING, WE MAY NOT BE ABLE TO PROTECT THE INTELLECTUAL PROPERTY RIGHTS.

The Company's success will depend in part on whether the Company can obtain
patent protection for its products and processes, preserve trade secrets and
proprietary technology, and operate without infringing upon patent or other
proprietary rights of third parties. UBC patents are registered in the United
States, Canada and in several foreign markets. Additional patent applications
are in the process of filing but there can be no assurance that any of these
patents will be issued or that patents will not be challenged. A significant
number of medical device companies, other companies, universities, and research

                                       9

<PAGE>

institutions have filed patent applications or have been issued patents relating
to stents and stent delivery systems, and there has been substantial litigation
in this area. Established companies in the medical products industry generally,
and the stent industry in particular, are aggressive in attempts to block new
entrants to their markets, and the Company's products, if successfully
developed, may interfere with the intellectual property rights of these
companies. The Company's success will depend on its products not infringing
patents that the Company expects would be vigorously prosecuted. Furthermore,
the validity and breadth of claims in medical technology patents involve complex
legal and factual questions and, therefore, are highly uncertain. Even if the
Company successfully patents the MIVT laser-cut stent, there can be no assurance
that it would be able to successfully assert its patents against competing
products. In addition, infringement claims against the MIVT laser-cut stent
could be sufficiently expensive to have a material adverse effect on the
Company's results or ability to continue marketing its products.

BECAUSE PRODUCT LIABILITY IS INHERENT IN THE MEDICAL DEVICES INDUSTRY AND
INSURANCE IS EXPENSIVE AND DIFFICULT TO OBTAIN, THE COMPANY MAY BE EXPOSED TO
LARGE LAWSUITS.

The Company's business exposes it to potential product liability risks, which
are inherent in the testing, manufacturing, marketing and sale of medical
products. While the Company will take precautions it deems to be appropriate to
avoid product liability suits against it, there can be no assurance that it will
be able to avoid significant product liability exposure. Product liability
insurance for the medical products industry is generally expensive, to the
extent it is available at all. The Company has not yet sought to obtain product
liability coverage. The Company intends to obtain such coverage when it is
apparent that the MIVT Stent or other products developed bythe Company will be
marketable. There can be no assurance that it will be able to obtain such
coverage on acceptable terms, or that any insurance policy will provide adequate
protection against potential claims. A successful product liability claim
brought against the Company may exceed any insurance coverage secured by the
Company, and could have a material adverse effect on the Company's results or
ability to continue marketing its products.

BECAUSE THE HEALTHCARE INDUSTRY IS SUBJECT TO CHANGING POLICIES AND PROCEDURES,
WE MAY FIND IT DIFFICULT TO CONTINUE TO COMPETE IN AN UNCERTAIN ENVIRONMENT.

The health care industry is subject to changing political, economic and
regulatory influences that may affect the procurement practices and operations
of healthcare industry participants. During the past several years, government
regulation of the healthcare industry has changed significantly in several
countries. Healthcare industry participants may react to new policies by
curtailing or deferring use of new treatments for disease, including treatments
that would use the products that the Company intends to develop. This could
substantially impair the Company's ability to successfully commercialize the
MIVT Stent, which would have a material adverse effect on the Company's
performance.

                                       10

<PAGE>

BECAUSE OUR STOCK IS LISTED ON THE OTCBB AND NOT A LARGER OR MORE RECOGNIZED
EXCHANGE, INVESTORS MAY FIND IT DIFFICULT TO SELL THEIR SHARES OR OBTAIN
ACCURATE QUOTATIONS FOR SHARE PRICES.

The Company's common stock is listed on the OTCBB. Investors may find it more
difficult to dispose of, or to obtain accurate quotations as to the market value
of, the Company's common stock than would otherwise be the case were the
Company's common stock listed on a more recognized stock exchange or quotation
service. In addition, trading in the Company's common stock is currently subject
to certain rules under the Exchange Act, which require additional disclosure by
broker-dealers in connection with any trades involving a stock defined as a
"penny stock." Penny stocks are generally non-Nasdaq equity securities with a
market price less than $5.00 per share. The penny stock rules require
broker-dealers selling penny stocks to make certain disclosures about such
stocks to purchasers thereof, and impose sales practice restrictions on
broker-dealers in certain penny stock transactions. The additional burdens
imposed upon broker-dealers by these rules may discourage them from effecting
transactions in the Company's common stock, which could limit the liquidity of
the common stock and the ability of the Company's stockholders to sell their
stock in the secondary market.

GOING CONCERN RISK

There is substantial doubt as to our ability to continue as a going concern
based on our past operating losses and predicted future operating losses. Our
auditor has issued a going concern opinion on our financial statements
expressing substantial doubt that we can continue as a going concern for a
reasonable period of time unless sufficient equity financing can be secured.
There can be no assurances that any required capital can be obtained on terms
favorable to the Company


ITEM 3. CONTROLS AND PROCEDURES

The registrant's Principal executive officers and principal financial officer,
based on their evaluation of the registrant's disclosure controls and procedures
(as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) as of
August 31, 2004 have concluded that the registrants' disclosure controls and
procedures are adequate and effective to ensure that information relating to the
registrants and their consolidated subsidiaries is recorded, processed,
summarized and reported within the time periods specified by the SEC's rules and
forms, particularly during the period in which this quarterly report has been
prepared. The registrant's Principal executive officers and principal financial
officer have also concluded, based on the evaluation described above, that
information required to be disclosed in the reports filed or submitted under the
Exchange Act is accumulated and communicated to the Company's management,
including the chief executive officer and chief financial officer, to allow
timely decisions regarding required disclosure.

The registrants' principal executive officers and principal financial officer
have concluded that there were no changes in our internal controls or in other
factors that have materially affected, or that are reasonably likely to
materially affect, the Company's internal control over financial reporting,
subsequent to August 31, 2004, the date of their most recent evaluation of such
controls.


                                       11

<PAGE>

                           PART II: OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

JOHN MA
-------

As disclosed in the Company's prior filings, the Company was the Appellate in an
action in the British Columbia Court of Appeal.

On September 22, 2004 the British Columbia Court of Appeal dismissed with costs
two appeals of MIV Therapeutics, Inc. (the Company") seeking to set aside the
Order of the Honourable Mr. Justice Lowry pronounced on May 20, 2003 whereby the
British Columbia Supreme Court ordered the Company and its majority owned
subsidiary M-I Vascular Innovations, Inc. ("Vascular") to take all necessary
steps to exchange 3,192,399 shares of Vascular owned by John Ma for 3,192,399
shares of the Company. The Company intends to apply for leave to appeal the
Court of Appeal's decision to the Supreme Court of Canada. The Company expects
that a hearing in the Supreme Court of Canada will be set down within a year, if
leave to appeal is granted. The Company believes it will be successful in
obtaining leave to appeal.

By counterclaim in the British Columbia Supreme Court, the Company continues to
dispute John Ma's entitlement to his Vascular shares (and to any Company shares
he receives in exchange for his Vascular shares), and the Company is suing Mr.
Ma for damages for fraudulent misrepresentation. In a further action in the
Supreme Court of British Columbia, the Company is suing Mr. Ma for defamation.

The Company believes it will be successful in its claims.

BARRY MIGLIORINI AND JACK NAVENTI DOING BUSINESS AS NATIONAL CAPITAL
--------------------------------------------------------------------

On November 12, 2003, the Company commenced an action in the Supreme Court of
British Columbia against Barry Migliorini and Jack Naventi, both doing business
as National Capital (the "Defendants"). The Company claimed that the Defendants
were misrepresenting themselves as being affiliated with a registered broker
dealer in good standing as a member of the National Association of Securities
Dealers, Inc., and on that basis obtained the Company's authorized signatures on
several documents authorizing the issuance of shares and warrants to the
Defendants in exchange for certain financial advice. In its claim, the Company
sought the following relief:

         1.       a declaration that there is no valid and binding agreement
                  between the Company and the Defendants;
         2.       a declaration that the Company is not obligated to issue any
                  warrants to purchase the Company's common stock or any shares
                  in the Company's common stock to the Defendants;
         3.       an Order canceling 65,217 shares of the Company's common stock
                  that were issued to National Capital; and
         4.       restitution and damages for misrepresentation.

On July 9, 2004, the Company entered into a settlement agreement with Barry
Migliorini and Jack Naventi, whereby the parties agreed to the following:

         1.       the 65,217 shares of the Company registered in the name of the
                  Defendants would be cancelled;
         2.       all warrants issued by the Company to the Defendants are
                  cancelled;
         3.       the service agreement and warrant agreement entered into
                  between the Defendants and the Company are terminated in their
                  entirety;
         4.       other than obligations created by the settlement agreement,
                  each party releases the other from any and all claims and
                  liabilities.

                                       12

<PAGE>

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITES AND USE OF PROCEEDS

During the three months ended August 31, 2004, the Company issued the following
unregistered securities pursuant to prospectus exemptions contained in Section
4(2) of the Securities Act of 1933, as amended, and/or Regulation S, and will
bear a restrictive Rule 144 legend to that effect.

On June 9, 2004, the Company issued 10,000 Units as a finders fee. Each Unit
consists of one common share and one non transferable share purchase warrant to
purchase an additional share for a price of $0.60 per share until August 1, 2004
and thereafter for $0.75 until February 1, 2005.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On July 30, 2004, the Company held its annual meeting of stockholders. All
director nominees were elected and all proposals submitted for stockholder vote
were approved. The voting results were as follows:

PROPOSAL 1.       ELECTION OF DIRECTORS

Nominee           Votes For                 Votes Against     Votes Abstained

Alan Lindsay      22,438,004                215,394           63,000

Patrick McGowan   22,445,198                208,200           63,000

Daniel Savard     22,555,898                97,500            63,000

Dov Shimon        22,547,398                106,000           63,000

PROPOSAL 2.       RATIFICATION OF APPOINTMENT OF MOORE STEPHENS ELLIS
                  FOSTER LTD., AS INDEPENDENT AUDITOR FOR 2004

                  Votes For                 Votes Against     Votes Abstained

                  22,421,955                8,200             286,243

The Company's record date was June 14, 2004. As of the record date, 40,092,993
shares were eligible to vote at the Company's Annual General Meeting. The
remaining 5,413,797 shares outstanding as of June 14, 2004 are being held in
Trust pursuant to a Regulation S offering. The shares are being held as part of
an offering of the Company's special class Reg S shares on the Berlin Stock
Exchange and remained outstanding, but not issued as of the year ended May 31,
2004.

ITEM 5.  OTHER INFORMATION

None.

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<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

3.1      Articles of Incorporation of the Registrant (1)
3.2      By-laws of the Registrant (1)
31.1     Section 302 Certification of CEO
31.2     Section 302 Certification of CFO
32.1     Section 906 Certification of CEO
32.2     Section 906 Certification of CFO
99.1     Press Release dated June 1, 2004: US Patent Issued for Drug
         Encapsulation Applications of MIV Therapeutics' Biocompatible Drug
         Eluting Coating Technology
99.2     Press Release dated June 10, 2004: MIV Therapeutics Inc. Retains
         Strategic Growth as Investor Relations Advisor
99.3     Press Release dated June 17, 2004: MIV Therapeutics Biocompatible Stent
         Coating Successfully Completes Pyrogen Trial
99.4     Press Release dated June 22, 2004: MIV Therapeutics' Coatings Presented
         at World Biomaterials Congress
99.5     Press Release dated June 28, 2004: MIV Therapeutics Inc. Completes
         Significant Biocompatibility Milestones for HAp Stent Coating
         Technology

---------------------------
(1)      Previously filed as an Exhibit to MIV Therapeutics, Inc.'s registration
         statement on Form 10-SB filed April 25, 2000.

(b)      Reports on Form 8-K filed during the three months ended February 29,
         2004.

On June 4, 2004, the Company filed a report on Form 8-K under Items 4, 5, and 7,
disclosing the Company's change in certifying accountants and announcing that a
U.S. patent had been issued for the drug encapsulation applications of the
Company's biocompatible drug eluting coating technology.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date:     May 20, 2005                      MIV Therapeutics, Inc.

                                            /S/ALAN LINDSAY
                                            ---------------
                                            Alan Lindsay
                                            President

                                            /S/PATRICK MCGOWAN
                                            ------------------
                                            Patrick McGowan
                                            CFO

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